Circular Letters

Circular Letter 5551

In
accordance with the provisions of Section 4 of the
Federal Reserve Act and Circular Letter 5548 dated
September 28, 2001, an election is being conducted
to determine successors for Rufus A. Fulton, Jr.,
Chairman and Chief Executive Officer, Fulton Financial
Corporation, Lancaster, Pennsylvania, a Class A, Group
1 director and Howard E. Cosgrove, Chairman and Chief
Executive Officer, Conectiv, Wilmington, Delaware,
a Class B, Group 2 director. Mr. Fulton's and Mr.
Cosgrove's terms expire December 31, 2001, and their
successors will be elected for three-year terms beginning
January 1, 2002.

Highlights: The
names of the candidates nominated and the banks that
made the nominations are listed herein. A brief biographical
sketch of each candidate is also provided. For each
bank in Group 1 and Group 2 a ballot and two envelopes
to use in the voting are enclosed. The ballot and white
voting envelope must be executed by an officer of your
bank who has been authorized to vote. A list of the
officers so designated is included.

Action Required to Vote:

1)
Mark the preferential ballot.

2)
Place it in the colored "ballot" envelope and seal.
To keep the ballot confidential, the name of neither
the bank nor the voting officer should be written on
the ballot.

3)
Place the colored "ballot" envelope in the white voting
envelope. Fill out the front of the white voting envelope
and seal it.

4)
Return the white voting envelope containing the colored
"ballot" envelope to this Bank. For your convenience,
a self-addressed envelope is attached.

The
Federal Reserve Act allows 15 days for balloting. The
polls will open on November 14, 2001 and close at noon
on November 29, 2001. For your vote to count it must
be received here at the Bank by the time the polls close.

At
noon on November 29, 2001, the ballot box will be opened
at the Federal Reserve Bank of Philadelphia, and the
envelopes containing the ballots will be opened. The
votes will be counted, and the results of the election
announced. The candidates are invited to be present
or represented on that occasion.

While banks in Group 3 will not vote in this election,
this circular is sent to them without voting ballots
for their information.

Additional Information: Inquiries
concerning this circular letter should be directed to
Herbert E. Taylor, Vice President and Secretary, at
(215) 574-6439.